The regulation of hostile takeovers constitutes an interesting corporate governance microcosm. It is an area where clear contrasts in approach, regarding the balance of power between shareholders and the board of directors, are evident across different jurisdictions. Takeovers also reflect the...

Ever since the European Company (Societas Europaea - SE) was introduced in 2004 to complete the single European market and to facilitate freedom of establishment of companies, the number of established SEs has increased substantially. The SE Statute provides for cross-border mobility enabling...

Exploiting the staggered adoption of country-level takeover laws that increased takeover threats, this paper examines whether the resulting increase in CEOs' job security concerns leads to greater earnings management. Using a difference-in-difference design, I find that the enactment of laws...

We argue that the method of payment in cross-border mergers and acquisitions (M&As) can mitigate country-level governance risk for the acquirer. We find a greater use of stock as the method of payment in cross-border deals involving targets from countries with high governance risk relative to...

Contingent future payments have gained a solid reputation as fundamental ingredients of business acquisition transactions. Earn-outs specifically are a species of contingent future payments that have proved helpful in a plethora of recent merger deals. An earn-out is payment for performance...

This report is the first known stocktaking of its kind to provide a regional overview of state-owned enterprise (SOE) governance reforms and challenges across the Southern African Development Community (SADC) region. Part One summarises the challenges and governance practices related to...

Vital in preserving managerial accountability, the firmly established one share, one vote rule provides shareholders with limited rights to elect directors who appoint managers and to approve certain extraordinary transactions. Without the deterrents of risk of capital loss and fear of removal,...

We examine the effects of Ontario Bill-198 (CSOX-2003), the strictest corporate law in Canada. Despite some drawbacks, we find the Act has added significant value contrary to many practitioners' beliefs. Using a large sample of Canadian tender offers between 1996 and 2009, we find that both...

We find that units are more likely to adopt poisonpills at the time of a spinoff if their parents have anti-takeover provisions in place. In addition, the probability that a spinoff unit adopts a poisonpill is negatively related to outside block ownership, but positively related to the size of...

Using a sample of US acquisitions in Africa over the last 2 decades, we assess the long term performance of international acquisitions in Africa, and the impact of firm and country level governance characteristics on reported performance. We show that acquirers do not benefit from these...